Saturday, November 05, 2005

VRUC-DCRSD Letter of Understanding

This Agreement is made this _____ day of __________, 2005 between the Dearborn County Regional Sewer District (“Dearborn Regional”) and the Valley Rural Utility Company (“Valley Rural”) (collectively “the Parties”). WHEREAS, Dearborn Regional operates a sewer district located near the Valley Rural Sewer District and Lawrenceburg Sewer District; WHEREAS, Valley Rural needs operating capacity that is available through the Lawrenceburg Sewer District;WHEREAS, Valley Rural desires to use Dearborn Regional to connect to the Lawrenceburg Sewer District; andWHEREAS, Dearborn Regional desires to construct, operate and maintain, and to take such actions necessary to construct, operate and maintain, sewer service lines and related facilities for the sole purpose of allowing Valley Rural to use such lines and facilities (collectively known as the "Facilities") at this time.NOW THEREFORE, in consideration of the premises and promises contained herein, the Parties agree:1. Dearborn Regional and Valley Rural shall negotiate and enter into an agreement with Lawrenceburg Sewer District for the use of its sewer service facilities.2. Dearborn Regional shall obtain engineering specifications and plans demonstrating the design necessary to allow Valley Rural's use of the Facilities.3. After approval by its counsel, Valley Rural will execute all agreements defining the terms and conditions of the use of Dearborn Regional’s Facilities.4. Upon the execution of all necessary agreements, and the successful negotiation of a price or rate of use and of construction, maintenance and operation, Dearborn Regional shall allow Valley Rural to use its Facilities as a connection to Lawrenceburg Sewer District. Valley Rural shall pay to Dearborn Regional for the use, construction, maintenance and operation of such Facilities in amounts agreed upon by the Parties in an agreement pursuant to Paragraph 7 hereof. Such payments shall include, but not be limited to, payment of any and all excess capacity charges, fees, penalties and expenses incurred by Dearborn Regional caused by Valley Rural’s infiltration and inflow.5. The Parties shall enter into a written agreement as set forth in Paragraph 7 hereof requiring that Valley Rural shall make capital improvements to its collection system annually to repair, replace, and rehabilitate the present collection system to decrease infiltration and inflow. Valley Rural’s service area consists of the area known as Certificate of Territory Authority granted by Indiana Utility Regulatory Commission. There are fourteen (14) sections as identified by Valley Rural based upon its twelve (12) lift stations. eleven (11) sections as identified by Valley Rural based upon its eleven (11) lift stations. Valley Rural and Dearborn Regional shall agree in a written agreement to a schedule of such repair, replacement and/or rehabilitation to decrease infiltration and inflow. Such schedule would include, but not be limited to, Valley Rural scoping and assessing the system in each section, identifying problems in each section and repairing and rehabilitating such problems in each section within a time period agreed upon by the Parties in such written agreement. If Valley Rural fails to comply with such schedule, then Valley Rural could be charged by shall pay Dearborn Regional a penalty of two (2) times the excess capacity charge or charges billed by the Lawrenceburg Sewer District to Dearborn Regional until section is finished. This penalty would be in addition to any other amounts owed by Valley Rural to Dearborn Regional under such written agreement.

6. Prior to the commencement of any construction on the Dearborn Regional Facilities, the Parties will be provided proof of Lawrenceburg Sewer District’s approval of the agreement between Dearborn Regional and Valley Rural.7. Prior to the commencement of any construction on the Dearborn Regional Facilities, the Parties will execute a written agreement specifying all terms and conditions of the use of, and the construction, maintenance and operation of Dearborn Regional Facilities by Valley Rural.8. If Valley Rural determines that it is in its best interest to no longer pursue an agreement with Dearborn Regional for the use of the Facilities, and Dearborn Regional has incurred expense in developing the plans, specifications and/or the design of its Facilities, then Valley Rural shall reimburse Dearborn Regional for such expenses.9. Each party represents and warrants that it has authority to enter into this Agreement.10. Each of the Parties shall, upon the request of any other, execute, acknowledge and deliver any other documents or instruments that may be reasonably required to effect the intent of this Agreement, including, without limitation, any such documents or instruments which are required under applicable law.11. The Parties understand that Dearborn Regional does not currently have authority to operate in the portion of Dearborn County where it is anticipated that the Facilities will be located. This Letter of Understanding is contingent upon Dearborn Regional obtaining such authority to operate in this portion of Dearborn County and is contingent upon Dearborn Regional obtaining any and all interests in real estate necessary for the construction of the Facilities. If the parties enter into a contract to proceed with the construction of the Facilities, then Dearborn Regional shall attempt to obtain authority to operate in such portion of Dearborn County and to obtain any and all interests in real estate necessary for the construction of the Facilities. Valley Rural agrees to cooperate with Dearborn Regional in obtaining such authority to operate and in obtaining any interests in real estate for the construction of the Facilities. 12. General Provisionsa. This Agreement shall be governed and construed in accordance with the local laws of the State of Indiana and all Parties irrevocably consent to the jurisdiction of the Dearborn County Courts and applicable federal courts for the resolution of any dispute relating to this Agreement.b. This Agreement sets forth an entire understanding of the Parties hereto and supersedes all prior agreements or understandings, oral or written, express or implied, with respect to the subject matter hereof. No terms, conditions or warranties, other than those contained herein, and no amendments of modifications hereto shall be binding unless made in writing and signed by the Parties hereto.c. Unless otherwise provided herein, neither this Agreement nor any of a Party’s rights and obligations hereunder may be assigned; provided, however, the Agreement shall extend to, be binding upon, and inure to the benefit of the Parties hereto, and their successors, heirs, legal representatives, executors and administrators.d. If any provisions of this Agreement are held to be illegal, invalid or unenforceable under present to future laws, now or hereafter in effect, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof. The remaining provisions hereof shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provision or by its severance herefrom.e. No delay or omission on the part of any party in exercising any rights hereunder will operate as a waiver by such party of such right or any other right. Waiver on any one occasion by any party will not be construed as a bar to or waiver by such party of any remedy and all remedies are cumulative and may be exercised singularly or concurrently.f. The captions contained in this Agreement are for reference purposes only and shall not affect or relate to the interpretation hereof.g. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute the same document. h. This agreement is contingent upon the approval by the City of Lawrenceburg of the agreement between Dearborn Regional and Valley Rural. i. Most favored nation status.IN WITNESS WHEREOF, the undersigned hereto have executed this Agreement as of the date and year first above written. DEARBORN COUNTY REGIONAL SEWER DISTRICT